Agency & Representation in Greece – Exclusive agency/distribution contracts, registration

Commercial agency and distribution require careful drafting under EU and Greek rules, particularly for exclusivity, territory, remuneration and termination. Proper structure reduces disputes and aligns incentives.

Agency vs distribution

Agents promote and negotiate contracts on behalf of the principal, usually earning commissions; distributors buy and resell in their own name and margin. The legal regime, duties and termination consequences differ.

Key clauses

Define territory and exclusivity, products, performance targets, marketing obligations, IP use, confidentiality, non‑compete and reporting. Set commission or margin rules, returns, warranties, liability allocations and compliance clauses (competition, anti‑corruption, sanctions).

Termination and indemnity

For agency, EU/Greek rules may grant agents goodwill indemnity on termination if they brought new customers or substantially increased business. Contractually regulate notice periods, cause for termination and post‑termination restrictions.

Registration and compliance

Recordals may be advisable for IP licenses or pledges; sector‑specific registrations or notifications may apply. Ensure GDPR compliance for customer data, consumer rules for B2C elements, and competition‑law‑compliant exclusivity and pricing policies.

Negotiation checklist

• Territory and exclusivity scope; carve‑outs (key accounts, online channels).
• Performance metrics and review cadence; rights to convert/terminate for underperformance.
• Commission/margin mechanics, chargebacks, returns and warranty handling.
• IP/licensing, brand guidelines, samples and marketing materials approval.

Common pitfalls

• Undefined territory or overlapping rights cause conflict between channels.
• One‑sided termination or non‑compete clauses that are unenforceable or risky.
• Missing compliance clauses (competition, anti‑bribery, sanctions) exposing both parties.

FAQs

• Do agents in Greece get statutory indemnity? – In many cases, yes, subject to conditions (goodwill/customer acquisition); calibrate contract language accordingly.
• Should we register the agreement? – Not typically, but IP licenses/pledges and sector rules may require filings.